1. General 1.1. The terms and conditions outlined below, in conjunction with the privacy policy and any other applicable policies that may be periodically introduced, establish the legal relationship between you ("You", "Your", and "User") and Avyott Inc ("Avyott", "We", "Us", and "Our"). This document governs the terms and conditions of your access and usage of the Avyott Website - https://www.avyott.com/ (hereinafter referred to as the "Website") and the Services provided therein (defined hereinafter). 1.2. By using the Website, You are entering into an agreement (hereinafter referred to as the “Agreement”) with Avyott. A physical or digital signature is not required to validate this Agreement. These Terms shall apply to Your utilization of Our Website, accessible at https://www.avyott.com/. Avyott is the owner, manager, and controller of the Website, with its registered office at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex. You may access the Services through the Website only upon accepting and adhering to all of the Terms set forth herein. 1.3. Before proceeding with Your registration, access, browsing, download, or usage of Our Website on any device, and prior to availing any services offered by Avyott, it is essential that You carefully read and comprehend these Terms. Your acceptance of these Terms is a prerequisite for opting to utilize the Services through the Website. By continuing to use the Website or availing the Services, You acknowledge and agree to be legally bound by these Terms. 1.4. Should You have any questions or require clarification regarding the Terms, please do not hesitate to contact us at sales@avyott.com 2. Definitions 2.1. “End Client” refers to individuals or entities that the User interacts with or engages, either by reaching out to them or receiving inquiries from them, for the purpose of resolving, clarifying, or addressing their queries through AI voice bots. 2.2. “Services” refer to the voice AI platform provided by Avyott, enabling conversations through AI voice bots. This includes features such as phone number provisioning, call handling, and the development of AI-powered call agents. The Services also include an intuitive API for voice interactions and a dashboard for customization and integration, designed to enhance customer service operations. 2.3. Third Party Service Providers refers to external service providers engaged by Avyott, including but not limited to payment gateway providers, toll-free number providers, and others, to ensure seamless delivery of services as promised. 3. Acceptance of the Terms 3.1. In order to accept and be bound by these Terms, You must meet the following eligibility criteria: a. Individuals: You must be of majority age, which is 18 years and above, as an individual. b. Entities: If you are representing an entity, such as a partnership firm, corporate body, trust, or association of persons, the entity must be eligible and registered to conduct business or operations. 3.2. The Services provided by Avyott are intended exclusively for individuals and entities that have the legal capacity to enter into binding contracts. You must possess the full power and authority to utilize the Services. 3.3. You can signify Your acceptance of these Terms by either checking the designated checkbox, clicking on the “I AGREE” button, or by actively availing Our Services. If You do not agree to these Terms, You are prohibited from availing Our Services as offered through our Website. 3.4. These Terms are applicable to all Users of the Services, encompassing both individuals and legal entities, including but not limited to partnership firms, corporate bodies, trusts, and associations of persons, which may be represented by You under actual or apparent authority. 3.5. Please be aware that these Terms are subject to modifications, alterations, or updates at the sole and absolute discretion of Avyott. Additionally, We may introduce new policies from time to time for availing some or all of Our Services. It is important to note that the most current version of these Terms will prevail over all previous versions. Your continued use of the Services following any changes to the Terms or the introduction of new policies indicates Your unequivocal acceptance of the latest version of the Terms. 3.6. If You find the Terms, including any modifications or new policies, unacceptable, We kindly request that You refrain from using Our Website and availing Our Services. Your compliance with these Terms is vital to maintaining a harmonious and legally compliant user experience. 4. Description of Services 4.1. Avyott is a voice AI platform designed to facilitate conversations through AI voice agents. We also provide additional features like phone number provisioning and call handling, allowing you to build AI-powered call agents. Our service includes an easy-to-use API for voice interactions and a dashboard for customization and integration, making it ideal for customer service. 4.2. Avyott will track and analyze how you use the Services, including the Platform, and will gather data in an aggregated and anonymized form (“Aggregated Statistics”). These statistics, which belong exclusively to our Company, may be used to assess performance, enhance operations, and support the development, promotion, and continuous improvement of the Services. 5. Registration and Onboarding 5.1. Avyott is dedicated to facilitating a straightforward registration and onboarding process to grant You access to Our suite of Services. To initiate Your engagement with Us and avail Our comprehensive Services, You can complete the registration process through Our user-friendly online Website. During this process, certain vital information will be required, including Your accurate personal details such as name, email ID, phone number (as permissible under applicable law), and any other pertinent business documents as communicated to You. This information is crucial for the establishment of Your account ("Account") on Our Website, enabling You to effectively utilize Our Services. 5.2. Our Website allows You to purchase phone numbers, which are provided by third party service providers. Once You acquire a number, You can continue using it by purchasing talk time as needed to keep the number and our services active. The fees, available plans, and details of the services included in each plan are clearly listed on the Website. Our Company acts solely as a facilitator for these services and does not own or directly provide the phone numbers. We are not responsible for any issues arising from the third party service providers, including service availability, quality, or regulatory compliance. Your use of these services is subject to the terms and conditions of the respective third party service providers. 5.3. The use of our Services requires payment of fees as listed on our Website. These fees are directly based on the volume of voice minutes processed through our Platform. We reserve the right to modify our monthly fees, introduce new features, or add benefits that may come with additional charges. However, any changes to your subscription fees will only take effect once your current billing cycle ends. For example, if you are on a monthly plan, any fee adjustments will apply only from the next billing period. Please note that our fees are independent of any charges imposed by our third party service providers or third-party subscriptions you may have. For a clearer understanding of pricing structures and billing scenarios, please refer to our Website. 5.4. By registering, You unequivocally agree to provide precise, current, and complete information. Failure to adhere to this commitment may result in Avyott's right to annul Your registration on the Website and revoke Your access to Our Services. A singular Account will be allocated to You, linked to Your entity's name, subject to any restrictions enforced by Us or mandated by applicable laws. 5.5. Subsequent to a successful registration, We will issue You a User ID and password ("Credentials") that will serve as Your gateway to Our Website and its comprehensive Services. It is imperative to acknowledge that Avyott is under no obligation to authenticate the authenticity of any transaction once it is generated using valid Credentials. 5.6. You hereby grant explicit consent to Avyott, either directly or through authorized third party service providers, to conduct essential inquiries to validate Your identity, as necessitated to comply with obligations stipulated by applicable laws and regulations. 5.7. In the event of Your decision to terminate Your association with Us, You can promptly disable Your Account by deactivating your account through the profile page. Consequently, Your access to Our Services through the Website will be revoked. 5.8. It is of paramount importance to emphasize that Your Account is intended solely for legitimate and bona fide usage. Any unauthorized or Prohibited Activity is categorically prohibited. Safeguarding the confidentiality of Your Credentials is Your responsibility, and You assume full accountability for all activities conducted under Your Account. Should You detect any unauthorized use or breach of Your Account, it is Your obligation to promptly notify us. 5.9. Please be cognizant that any losses incurred by Avyott or other Users due to unauthorized utilization of Your Account, resulting from Your failure to secure Your Account, will render You liable. 6. License to the Website 6.1. Grant of Limited License: Provided that You adhere to each and every provision set forth in these Terms, Avyott hereby grants You a limited, revocable, personal, non-sub-licensable, non-transferable, and non-exclusive right to access and utilize the Website. This grant of rights is expressly contingent upon Your intention to seek and utilize the Services in full compliance with these Terms. 6.2. Restricted Sharing of Access: It is explicitly emphasized that, under no circumstances, shall You share or extend access to the Website to any third party without having obtained prior written permission from Avyott. Unauthorized sharing of access constitutes a breach of these Terms and may result in immediate suspension or termination of Your rights to use the Website. 6.3. Limitation of Rights: Apart from the rights and interests expressly provided to You within the framework of these Terms, it is unequivocally stated that You shall possess no additional rights or interests whatsoever in relation to the use of the Website and/or the Services. Your license is strictly confined to the terms delineated in these Terms and shall not extend beyond the boundaries established herein. 7. Availability of Services 7.1. Services "As Is" and "As Available": You expressly acknowledge and agree that all Services provided through the Website are made available to You on an "as is" and "as available" basis. Avyott does not make any warranties or representations, whether express or implied, regarding the availability, reliability, quality, or suitability of the Services for Your particular purpose. 7.2. Avyott operates solely as a neutral platform facilitating AI-driven voice interactions for businesses. Avyott does not provide, own, or directly manage the phone numbers or telecommunication services offered through the Website. a. No Guarantee: Avyott does not guarantee uninterrupted access to phone numbers, continuous service availability or the performance of third-party providers. b. No Advice Provided: Avyott does not offer telecommunication, regulatory, or business consultation services. Users are solely responsible for assessing the suitability of Avyott’s services for their specific needs. c. Independent Decision-Making: Users acknowledge that they are responsible for managing their own AI-driven interactions, call operations, and compliance with applicable laws. Avyott is not liable for any reliance on its platform or third-party services. d. Neutral Platform: Avyott does not endorse, control, or verify the quality of services provided by third party service providers, including phone number provisioning and call-handling services. Using such services does not imply Avyott’s approval or guarantee of reliability. e. Responsibility: Avyott does not verify the accuracy, reliability, or authenticity of any information provided by third-party service providers. Users are responsible for reviewing and ensuring the accuracy of all data and configurations associated with their use of Avyott’s platform. 7.3. Service Availability: While we make concerted efforts to provide uninterrupted access to all Services available through the Website, it is imperative to acknowledge that circumstances may arise where certain Services are temporarily unavailable or inaccessible. These situations may be attributed to a variety of reasons, including but not limited to: i. Geographic Limitations: Certain Services may be restricted or unavailable in specific geographic regions due to regulatory or legal constraints. ii. Legal Prohibitions/Restrictions: The availability of Services may be influenced by applicable laws, regulations, or policies that could impose restrictions on their provisioning. iii. Technical Faults or Unforeseen Circumstances: Unforeseeable technical glitches, system maintenance, upgrades, or other unexpected circumstances may lead to temporary unavailability of certain Services. b. It is pertinent to note that such instances of unavailability do not reflect a breach of our commitment but rather an acknowledgment of potential external factors that may affect the seamless delivery of Services. We undertake continuous efforts to minimize these instances and promptly rectify any unavailability. c. Please be advised that in the event of temporary unavailability, Avyott shall not be held liable for any losses, inconveniences, or damages incurred by You or any third party. Your understanding and cooperation in such situations are greatly appreciated. 8. Website Content 8.1. Proprietary Ownership: Unless explicitly stated otherwise, the Website is the exclusive proprietary property of Avyott. The Website comprises, but is not limited to, source code, databases, functionality, software, website designs, audio, video, text, photographs, graphics, and any other material ("Content"). Additionally, trademarks, service marks, logos, and any other distinctive symbols ("Marks") displayed on the Website are either owned, controlled by, or licensed to Avyott. All of these elements are protected by copyright, trademark laws, intellectual property rights, unfair competition laws, and various other applicable national and international laws and conventions. Avyott retains all rights not expressly granted to Users pertaining to the Website, Content, and Marks. 8.2. Virus Disclaimer: While every effort is made to ensure the security of files available for download through the Website, Avyott does not guarantee or warrant that such files will be free of infections by software viruses or other potentially harmful computer code, files, or programs. Users are encouraged to employ their own antivirus measures and exercise due diligence when accessing or downloading any material from the Website. 8.3. Protection of Intellectual Property: Unauthorized use or reproduction of the Website's Content or Marks may result in a violation of copyright, trademark, and other applicable laws. Without Avyott's explicit prior written consent, Users are strictly prohibited from engaging in activities such as reverse-engineering, disassembling, decompiling, reproducing, transcribing, storing in a retrieval system, translating into any language or computer language, re-transmitting through any means (electronic, mechanical, photo-reproduction, recordation, or otherwise), reselling, or redistributing the Website or any part of the Content for any commercial purpose. Such activities infringe upon Avyott's rights and will be subject to legal action. 9. Website Management 9.1. Avyott reserves the right, though not obliged, to: a. Monitor the Website to identify violations of these Terms. b. Take appropriate legal actions against any user who, at Avyott's sole discretion, violates the law or breaches these Terms. This action may include reporting such violations to law enforcement authorities. c. Exercise its sole discretion to refuse, restrict access to, limit the availability of, or disable access to any Services or any portion thereof. d. At Avyott's sole discretion, without notice or liability, remove from the Website or disable files and content that are excessive in size or unduly burdensome to the systems. e. Manage the Website in a manner aimed at safeguarding Avyott's rights and property, as well as ensuring the effective functioning of the Website. 9.2. Furthermore, You acknowledge and agree that: a. Avyott's management actions are not exhaustive and may include other measures that are deemed necessary to maintain the integrity and security of the Website. b. Avyott may collaborate with law enforcement agencies or regulatory authorities in addressing any violation of laws or these Terms. c. Avyott shall not be held liable for any losses or damages arising from its Website management actions, including but not limited to the removal of content or restricting access. 10. Third Party Service Providers 10.1. Engagement of Third Party Service Providers: In pursuit of seamless and high-quality service delivery and to address various operational requirements, Avyott may engage with specific third-party service providers. While We meticulously select these third-party service providers and establish comprehensive agreements that stipulate performance obligations, including confidentiality, it is crucial to note that We cannot provide an absolute guarantee of their performance conducted within the purview of these Terms. Consequently, We hold no liability for disputes, losses, and/or damages arising from the actions or oversights of third-party service providers, as the context may dictate. Avyott is not responsible for the content or privacy practices of these sites of third party service providers. 10.2. Exclusive Applicability of Commercial/Contractual Terms: Any commercial or contractual terms extended by, and mutually agreed upon between, You and a third-party service provider are exclusively applicable to Your unique relationship with said third-party service provider. It is explicitly emphasized that Avyott neither exercises control over, determines, advises, nor involves itself in any capacity with regard to the formulation, presentation, or acceptance of these commercial or contractual terms between You and any third-party service provider. 10.3. Accessing and using these Third Party Service Providers may necessitate Your acceptance of the respective terms of service and privacy policies associated with such Third Party Service Providers ("Third Party Terms"). It is Your responsibility to diligently read and comprehend these Third Party Terms prior to utilizing any Third Party Application. You acknowledge and unequivocally agree that Avyott shall not bear any liability for Third Party Service Providers. While We strive to provide advance notice whenever feasible, You understand and concur that We retain the sole discretion, at any time, and without prior notice, to suspend, limit, or deactivate access to, or remove from the Website, any Third Party Service Providers. Such actions will be undertaken without any liability towards You, including, but not limited to, claims for loss of profits, revenue, data, goodwill, or other intangible losses. 10.4. Avyott emphasizes the importance of Your informed engagement with Third Party Service Providers. Your use of any Third Party Service Providers is entirely voluntary and subject to the conditions specified by the respective application providers. We bear no responsibility for the performance, security, or any aspect of Third Party Service Providers, and any concerns or disputes arising from Your interaction with Third Party Service Providers should be directed solely to the respective application providers. 10.5. Please be advised that the integration of Third Party Service Providers is aimed at enhancing Your experience on the Website. However, the availability and functionality of these applications are beyond Our control. We strive to ensure that such integrations provide added value to Our Users, but We cannot guarantee their performance, stability, or suitability for Your specific purposes. We are not responsible for the content or privacy practices of these Third Party Service Providers. 11. User Representations and Warranties By utilizing the Website, You unequivocally represent and warrant that: 11.1. Legal Capacity: You possess the legal capacity and authority to enter into these Terms and to be bound by them. 11.2. Minor Status: You are not considered a minor within the jurisdiction of Your residence and are of the age of majority to use the Website. 11.3. Lawful Access: Your access to and use of the Website are conducted in a lawful and legitimate manner, and You affirm that You will not employ any automated, non-human, or script-based methods, such as bots, to interact with the Website. 11.4. Authorized and Lawful Use: You commit to using the Website exclusively for lawful and authorized purposes. You agree not to engage in any activities that are illegal, unauthorized, fraudulent, or otherwise prohibited by these Terms or any applicable laws. 11.5. Genuine Commercial Transactions: You ensure that any commercial transactions initiated by You on the Website are genuine, bona fide, and conducted with a legitimate business purpose. You shall not engage in any form of transaction intended to defraud, deceive, or misrepresent. 11.6. Compliance with Laws: Your utilization of the Website and any actions taken on it shall be in full compliance with all applicable laws, regulations, and guidelines. You acknowledge Your responsibility for ensuring that Your use of the Website does not violate any legal provisions. 11.7. Non-Circumvention: You acknowledge and warrant that You shall not attempt to circumvent, bypass, or manipulate the Website's processes, protocols, or functionalities for any unauthorized purposes. This includes refraining from any activities aimed at evading the Website's intended use or any security measures implemented by Avyott. 11.8. No Harmful Activities: You further warrant that You will not engage in any activities that could disrupt, damage, or impair the Website's integrity, functionality, or availability. This includes refraining from any attempts to introduce viruses, malware, or other malicious code that could harm the Website or its Users. 11.9. Accuracy of Information: You affirm that any information provided by You to the Website, including personal, financial, or business-related details, is accurate, complete, and up-to-date. In the event that any information provided by You is found to be untrue, inaccurate, not up-to-date, or incomplete, We retain the right to suspend or terminate Your Account and withhold any current or future access to the Website, or any of its components, at Our sole discretion. Should there be any changes to Your email address, mobile number, physical address, ownership structure, or legal status, or in the event of business cessation, You undertake the obligation to promptly notify us in writing of such alterations. Failing to do so may result in the restriction or termination of Your access to the Website. 11.10. Respect for Rights: You undertake to respect the intellectual property rights, privacy rights, and other legal rights of Avyott, other Users of the Website, and third parties. You shall not engage in any activities that infringe upon or violate these rights. 11.11. Responsibility for Actions: You accept full responsibility for any actions or engagements conducted through the Website using Your Account. You acknowledge that Avyott shall not be liable for any consequences arising from Your use of the Website. 12. Undertaking You agree and confirm that: 12.1. The Account shall be used by You only for valid and genuine business purposes and not otherwise or for any Prohibited Activity. 12.2. You shall not carry out any activity which is banned, illegal, or immoral, or use the Services in any manner that constitutes a violation of any law or regulation or which may cause Avyott to be subject to investigation, prosecution, or legal action. 12.3. You agree and confirm not to sell, provide, exchange, or otherwise disclose to third parties or use any personal information about any third party, including account details and mobile numbers, without obtaining the prior written consent of such third party. 12.4. You agree and confirm to inform Avyott of any change in Your email address, mobile number, address, ownership, or legal status or cessation of Your business in writing forthwith on such change. 12.5. You shall not interfere with or damage the Website, including, without limitation, through the use of viruses, cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, backdoors, packet or IP spoofing, forged routing, or electronic mail address information or similar methods or technology. 12.6. You understand that you are solely responsible for performing any due diligence or research necessary before making investment decisions or entering into business agreements. Avyott shall not be responsible for any failure by you to conduct sufficient due diligence. 12.7. You understand that any disputes arising from connections or business agreements made through our Website are solely the responsibility of the parties involved. Avyott shall not be involved in, or responsible for, resolving such disputes. Avyott disclaims all liability related to your disputes, disagreements, or conflicts that may arise between you and third party service providers as a result of using the Website. 12.8. As a condition of use of the Services, You will not use the Services for any purpose that is unlawful or prohibited by the Terms, conditions, or violate the Terms. Avyott reserves the right to suspend the Account or restrict use of Services or take any other action as Avyott deems fit, including legal recourses, without providing prior notice. 12.9. You shall not impersonate any person or entity, falsely claim or otherwise misrepresent Your affiliation with any person or entity, or access the accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity, or content of information transmitted, or perform any other similar fraudulent actions. 12.10. You confirm not to infringe Avyott's or any third party’s intellectual property rights, rights of publicity, or privacy. 12.11. You agree and confirm not to use the Services or the Website in any manner that could damage, disable, overburden, or impair it, including, without limitation, using the Services or the Website in an automated manner or otherwise. 12.12. You shall not use Services or Website for any self-financing activities, including but not limited to the transfer of funds against fake or fraudulent transactions, transfer of funds to Your subsidiary, holding, associate company, or any related party, unless such transfer is towards a genuine transaction between You and the other party. 12.13. Avyott has the right to temporarily terminate Your access to the Website. 12.14. You agree to bear sole and exclusive responsibility for the payment of all relevant and applicable taxes, including any applicable withholding taxes, as may be due from time to time. 13. Privacy Policy 13.1. Data privacy and security are of utmost importance to Us. Your use of the Website signifies Your agreement to be bound by Our Privacy Policy, which is accessible at https://www.avyott.com/privacypolicy and is considered an integral part of these Terms. 13.2. Kindly note that the Website is hosted in India. If You access and utilize the Website from any other region of the world with data privacy laws or regulations that differ from those applicable in India, data will be stored in that particular region itself, it will not be transferred to the Indian server. You acknowledge and consent to the transfer of Your data for processing, storage, and usage as outlined in Our Privacy Policy. 13.3. It is Your responsibility to review and understand Our Privacy Policy before using the Website. By continuing to use the Website, You acknowledge the transfer of Your data to India and its processing as described in Our Privacy Policy. If You do not agree with the terms and practices outlined in Our Privacy Policy, You should refrain from using the Website. 13.4. For a comprehensive understanding of how we collect, use, store, and protect Your personal and non-personal information, please refer to Our Privacy Policy. Your acceptance of these Terms implies Your acceptance of Our Privacy Policy, and both documents together govern Your use of the Website and its associated Services. 14. Prohibited Activities 14.1. You may not access or use the Website for any purpose other than that for which Avyott makes the Website available. 14.2. As a User of the Website, You agree not to: a. Systematically retrieve data or other content from the Website to create or compile a collection, compilation, database, or directory without written permission from Avyott. b. Attempt to trick, defraud, or mislead Avyott and other Users, especially in any attempt to obtain sensitive account information such as other user credentials. c. Circumvent, disable, or interfere with security-related features of the Website, including those that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Website and/or the Content. d. Use any information obtained from the Website to harass, abuse, or harm another person. e. Make improper use of support services or submit false reports of abuse or misconduct. f. Use the Website in a manner inconsistent with any applicable laws or regulations. g. Upload or transmit viruses, Trojan horses, or other materials that may interfere with any party’s uninterrupted use and enjoyment of the Website or modify, impair, disrupt, alter, or interfere with the operation of the Website. h. Attempt to impersonate another user or use the username of another user. i. Sell or transfer Your profile to others. j. Upload or transmit materials that act as passive or active information collection or transmission mechanisms. k. Interfere with or disrupt the Website or connected services. l. Harass, annoy, intimidate, or threaten Avyott's employees or agents. m. Attempt to bypass any measures designed to prevent or restrict access to the Website. n. Copy or adapt the Website's software, including but not limited to, PHP, HTML, JavaScript, or other code. o. Decipher, decompile, disassemble, or reverse engineer any part of the Website's software. p. Use any automated system that accesses the Website without authorization. q. Use the Website for any effort to compete with Avyott. 15. Undertaking towards the Third Party Service Providers: You hereby undertake that: 15.1. You have requested Our Company as well as the Third Party Service Providers with whom Our Company has collaborated with to provide access to make voice calls and transactional messages to your end clients who have registered themselves with the “Do Not Disturb / National Customer Preference Register” list. 15.2. You also undertake that you will make voice calls and transactional messages to your end clients only if the below mentioned conditions are complied with: a. your have registered yourself with it through online or offline means to use our services and third party service provider’s services; and b. the content of the call is purely transactional in nature; and c. Specific approval has been taken from the end clients i.e. only after receipt of a verifiable request from the end clients; 15.3. Further you have agreed that while sending voice call and transactional message, pertaining to your services and activities, to the end clients, you shall, a. inform the end client through SMS that the information requested for will be provided for a maximum period of six months, unless renewed and also the procedure for the end client to opt out at any time during the six months period from receiving such information; b. obtain a fresh request from the end client every six months for continuing to receive such information; c. intimate to the end client at least once in 180 days about the procedure to opt out from receiving such information; d. provide details regarding procedure to opt out from receiving such information in every advertisement wherein the details of its services and activities are published; e. maintain a record of the request made by the end client for receiving such information for at least three months and provide such record as and when required by the Authority; f. not send any objectionable, obscene, unauthorized content, message or communication which is against public interest or national security or which infringes any copyright, intellectual property right etc, and or law of the land; 15.4. You undertake that you shall be responsible in case of any misuse of telecom resources allotted to it for making and sending voice call and transactional message. 15.5. You have agreed not to send any unsolicited commercial communication and not to mix any promotional communications with your voice call and transactional message sent to your end client through telecom resource allotted to you for the purposes of making and sending voice call and transactional message. 15.6. You shall abide by all the regulations, orders and directions issued by the Telecom Regulatory Authority of the respective country, where purchased virtual numbers from, regarding transactional message, from time to time. 15.7. You have read and understood The Telecom Commercial Communications Customer Preference Regulations, 2018 and all its subsequent notifications, regulations and amendments and shall strictly ensure compliance to its terms and keep up-to-date of any subsequent alterations or additions by the Telecom Regulatory Authority of India (TRAI) / Department of Telecommunications (DOT). 15.8. In case, if any complaint is filed or registered against the You or Our Company or any of the Third Party Service Provider due to any violation made by You, You shall provide all the details and valid proof (compliance of point 2) by way of an email soft copy as soon as requested by Our Company or such Third Party Service Provider (within 24 hours max) and additionally you shall provide a hard copy within 48 hours from the time requested by Our Company or such Third Party Service Provider. 15.9. You agree that if you make or permit any unsolicited commercial communication, through the telecom resources allotted to you by Our Company or such Third Party Service Provider for sending voice call and transactional message, to any end client whose telephone number appears in the National Customer Preference Register, you agree that- a. on the first violation by you for sending such unsolicited commercial communication, a penalty of rupees fifty thousand only (Rs. 50,000/-) shall be paid to the relevant Third Party Service Provider. b. on the second violation by you for sending such unsolicited commercial communication, a penalty of rupees one lakh fifty thousand only (Rs.1,50,000/-) shall be paid to the relevant Third Party Service Provider. c. on the third violation by you for sending such unsolicited commercial communication, a penalty of rupees one lakh sixty thousand only (Rs.1,60,000/-) shall be paid to the relevant Third Party Service Provider. d. on the fourth violation by you for sending such unsolicited commercial communication, a penalty of rupees two lakh forty thousand (Rs. 2,40,000/-) shall be paid to the relevant Third Party Service Provider. e. on the fifth violation by you for sending such unsolicited commercial communication, a penalty of rupees three lakh only (Rs. 3,00,000/-) shall be paid to the relevant Third Party Service Provider. f. On the sixth violation by you for sending such unsolicited commercial communication, a penalty of rupees five lakh only (Rs. 5,00,000/-) shall be paid to the relevant Third Party Service Provider. 15.10. You also agree that in case you bring the voice call and transactional message from outside India for your end clients, you shall ensure that you complies with the provisions of the regulations and other regulations/ directions/ orders issued by licensor or TRAl from time to time. In case any violation is observed on your part, you shall be liable to pay financial disincentive not exceeding Rs. 5, 00, 000/- (Rupees Five Lakh Only) per violation as may be decided by TRAl. Our Company or such relevant Third Party Service Provider shall deposit, such financial disincentive, into an account specified by TRAl. 15.11. You also agree to indemnify Our Company, the relevant Third Party Service Provider and its employees, associates, consultants, vendors and partners from and against all claims, proceedings, damages, losses, actions, costs and expenses arising as a consequence of the violation of the services provided under this agreement. 15.12. You also understand that any violation of the above clauses will empower Our Company or the relevant Third Party Service Provider to; a. terminate the agreement; b. deactivate the account; c. levy penalties; d. take appropriate legal action and claim compensation if you fail to pay the penalty levied on you due to violation as per points 9 and 10 of the Bond. 16. Disclaimer and Limitation of Liability 16.1. ASSUMPTION OF RISK AND LIMITED WARRANTY: YOUR UTILIZATION OF THE WEBSITE AND ITS SERVICES IS UNDERTAKEN ENTIRELY AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. AVYOTT EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AVYOTT DOES NOT GUARANTEE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE SERVICES. ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES IS SOLELY YOUR RESPONSIBILITY, AND YOU SHALL BEAR ALL ASSOCIATED RISKS, INCLUDING ANY POTENTIAL DAMAGE TO YOUR DEVICES OR DATA. NO ADVICE OR INFORMATION OBTAINED FROM AVYOTT, ITS EMPLOYEES, OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS. 16.2. LIMITATION OF LIABILITY: YOU EXPLICITLY ACKNOWLEDGE AND AGREE THAT AVYOTT SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER SYSTEM FAILURE, LOSS OF BUSINESS INFORMATION, OR ANY OTHER FORM OF LOSS ARISING OUT OF OR ATTRIBUTED TO YOUR USE OF THE WEBSITE, ITS SERVICES, OR THE SERVICES OF ANY THIRD-PARTY SERVICE PROVIDER ENGAGED UNDER THESE TERMS. THIS LIMITATION OF LIABILITY APPLIES REGARDLESS OF WHETHER AVYOTT WAS APPRISED OF THE POTENTIAL FOR SUCH DAMAGES. 16.3. EXCLUSIVE REMEDY: YOU EXPRESSLY UNDERSTAND AND ACKNOWLEDGE THAT AVYOTT PRIORITIZES RELIABILITY AND SECURITY IN ITS OPERATIONS; HOWEVER, NO DIGITAL SYSTEM IS IMPERVIOUS TO ALL RISKS. AS SUCH, AVYOTT SHALL NOT BE HELD ACCOUNTABLE FOR THE ACTIONS OR INACTIONS OF ANY THIRD-PARTY SERVICE PROVIDERS ENGAGED THROUGH THE WEBSITE. IN THE EVENT OF ANY DISPUTE ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE, YOUR EXCLUSIVE REMEDY SHALL BE TO DISCONTINUE THE USE OF THE WEBSITE AND ITS SERVICES. 16.4. SEVERABILITY: IN THE EVENT THAT ANY PROVISION OF THIS DISCLAIMER AND LIMITATION OF LIABILITY IS DEEMED INVALID OR UNENFORCEABLE, THE VALIDITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS SHALL NOT BE AFFECTED OR IMPAIRED. 16.5. INTEGRAL AGREEMENT: THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY CONSTITUTE AN INTEGRAL PART OF THE BINDING AGREEMENT BETWEEN YOU AND AVYOTT. BY CONTINUING TO UTILIZE THE WEBSITE, YOU DEMONSTRATE YOUR UNDERSTANDING AND ACCEPTANCE OF THESE PROVISIONS. SHOULD YOU DISSENT FROM THESE PROVISIONS, IT IS INCUMBENT UPON YOU TO DISCONTINUE YOUR ENGAGEMENT WITH THE WEBSITE. 16.6. GOVERNING LAW: THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF DELWARE, WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES. 16.7. JURISDICTION: ANY DISPUTE ARISING OUT OF OR RELATED TO THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS LOCATED IN [JURISDICTION]. 17. INDEMNITY 17.1. Indemnification and Protection: You shall indemnify, defend, and hold Avyott, its officers, directors, employees, and affiliates (referred to as "Indemnified Parties") harmless from and against any and all liabilities, losses, damages, fines, expenses (including attorney's fees and costs), claims, actions, suits, demands, or proceedings arising out of or related to: 17.1.1. Unlawful Utilization: Claims alleging that Your use of the Website and its Services violated the rights of any third party, breached any applicable law, or contravened any provision of these Terms, except where Your usage is expressly sanctioned by Avyott. 17.1.2. Breach or Default: Your breach, non-performance, non-compliance, or inadequate fulfillment of any term, condition, representation, obligation, or warranty as stated in these Terms. 17.1.3. Acts, Errors, and Negligence: Any acts, errors, misrepresentations, willful misconduct, or negligence perpetrated by You, Your employees, subcontractors, or agents in the course of executing Your obligations under these Terms. 17.1.4. Intellectual Property and Privacy Claims: Claims arising from the infringement of intellectual property rights or invasion of privacy rights of third parties due to Your use of the Website and its Services. 17.1.5. Third Party Litigation: Any third-party claims, legal actions, suits, or demands made against Avyott stemming from Your use of the Website, its Services, or any commercial transactions You initiate through the Website. 17.2. Unauthorized Third-Party Actions: If unauthorized third parties gain access to the Services via Your Account, You shall be responsible for indemnifying Avyott against any liabilities, costs, or damages resulting from such unauthorized actions, including but not limited to unauthorized transactions or misuse of the Website. 17.3. Liability Limitation: With no prejudice to Avyott's rights and these Terms, Avyott shall not bear any responsibility for any direct, indirect, or consequential loss or damage that may arise directly or indirectly from: 17.3.1. Terminal Glitches: Malfunctions occurring in computer terminals or equipment used in conjunction with the Website. 17.3.2. Unauthorized Usage: Use of the Services by any individual other than You, leading to unauthorized transactions. 17.3.3. Errors or Omissions: Any inaccurate information or omissions provided to Avyott, whether by You or a third party. 17.4. By utilizing the Website,You affirm Your understanding of these indemnity provisions and agree to undertake these responsibilities to safeguard the interests of Avyott, its officers, directors, employees, suppliers, and affiliates. 18. FORCE MAJEURE 18.1. Event of Force Majeure: Avyott shall not be held accountable for any failure to fulfill its obligations under these Terms in cases where performance is hindered, delayed, or rendered impossible due to events beyond the reasonable control of Avyott ("Event of Force Majeure"). In such instances, the provision of Our Services under these Terms will be temporarily suspended for the duration of the continuance of the Event of Force Majeure. 18.2. Definition of Force Majeure: An "Event of Force Majeure" shall include, but is not limited to, acts of God, natural disasters, fires, explosions, riots, strikes, lockouts, labor disturbances, wars, acts of terrorism, government actions, power outages, telecommunication network disruptions, pandemic or epidemic outbreaks, and any other unforeseeable events that are beyond the control of Avyott. 18.3. Duration of Suspension: The suspension of Our Services due to an Event of Force Majeure shall continue for as long as the Event of Force Majeure persists. Once the Event of Force Majeure ceases, Avyott shall promptly resume the provision of Our Services under these Terms. 18.4. No Liability: Avyott shall not be held liable for any damages, losses, claims, costs, expenses, or liabilities incurred by You or any third party due to the occurrence of an Event of Force Majeure and the consequent suspension of Our Services. Avyott's obligations under these Terms will be excused and extended to the extent necessary to accommodate the impact of the Event of Force Majeure. 19. TERMINATION 19.1. Violation and Disciplinary Action: Avyott maintains a strict policy against violations of these Terms and any misconduct directed towards Avyotts, its officers, employees and Users. Such actions will not be tolerated and will result in immediate and stringent disciplinary action, as per the applicable laws enforced in India and US. This may include, but is not limited to, termination of usage rights to the Website and initiation of legal proceedings. 19.2. In the event of termination, Avyott reserves the right to: 19.2.1. Deactivate or suspend Your Account and disable Your password; 19.2.2. Terminate Your access to the Website or the Services; and 19.2.3. Restrict You from receiving any credit, payment, or refund from Avyott. 19.3. Settlement of Dues: Upon termination, You shall have no claim against Avyott concerning the suspension or termination of Your membership. However, You are obligated to settle all dues owed to Avyott upon termination. 19.4. Right to Cancel Account: You have the right to cancel Your Account at any time by notifying Avyott via email. 20. CONFIDENTIALITY 20.1. Non-Disclosure and Protection of Information: You unequivocally acknowledge and agree that any non-public information, data, materials, or knowledge obtained through the use of the Website or Services ("Confidential Information") is strictly confidential and proprietary to Avyott. Further, it is understood that we do not actively monitor or participate in communications between Users and Third Party Service Providers. Any confidential information shared during interactions on Our Website is done solely at the discretion and risk of the users involved. Users are solely responsible for safeguarding their confidential information, and we shall not be liable for any unauthorized disclosure or misuse of information shared on Our Website. 20.2. You are expressly prohibited from disclosing, using, reproducing, transmitting, or otherwise making available any Confidential Information to any third party, including for Your personal benefit or gain. This obligation extends indefinitely, only ceasing when such Confidential Information becomes publicly known through lawful means beyond Your control. 20.3. In the event that You are compelled by a court order, legal process, or other government or regulatory authority to disclose any Confidential Information, You shall promptly notify Avyott of such requirement and diligently cooperate in efforts to protect and limit the scope of such disclosure to the extent permissible under applicable laws and regulations. 20.4. Protection of Information and Compliance: Avyott reserves the right to access, preserve, and disclose your information, including but not limited to data generated through Your use of the Website or Services, as required by applicable law or when Avyott believes in good faith that such actions are necessary to: 20.4.1. Respond to legal claims against Avyott or to comply with legal processes; 20.4.2. Prevent fraud, conduct risk assessments, investigate issues, provide customer support, facilitate product development, or address debugging purposes; 20.4.3. Protect the rights, property, or safety of Avyott, its Users, or the public at large. 20.5. Remedies for Breach of Confidentiality: You acknowledge and understand that any unauthorized disclosure or misuse of Confidential Information by You may result in irreparable harm to Avyott. In the event of an actual or suspected breach of confidentiality, Avyott shall be entitled to seek injunctive relief, in addition to any other remedies available at law, to prevent or restrain such breach. 20.6. Avyott's right to seek injunctive relief is without prejudice to its right to claim monetary damages or other legal remedies for the breach of these confidentiality obligations. 21. NOTICE 21.1. All notices, communications, or notifications from Avyott shall be effectively delivered through the following means: 21.1.1. Notices may be sent to the email address associated with Your Account or through a general notification displayed on the Website. 21.1.2. Should You need to communicate with Avyott, You are required to send Your notice to the designated email address: sales@avyott.com 21.2. You acknowledge and agree that: 21.2.1. Notices sent to the email address associated with Your Account shall be deemed received upon successful delivery, irrespective of whether You actually access or read the notice. 21.2.2. Notices provided as general notifications on the Website shall be considered received upon being displayed on the Website. 21.2.3. You are responsible for keeping Your contact information updated, including Your email address, to ensure effective communication. 21.2.4. Any legal notices or communications required by applicable laws or regulations shall be provided in writing, and Avyott reserves the right to use the email address associated with Your Account for such purposes. 21.3. Please note that it is Your responsibility to regularly check Your email and the Website for any notices or communications from Avyott. Your continued use of the Website following the sending of any notice constitutes your acknowledgement and understanding of the contents of such notice. 22. MISCELLANEOUS 22.1. International Use: The Services are accessible worldwide and may include references to features or offerings that are unavailable in certain regions. Users accessing the Services from other countries do so at their own discretion and are responsible for complying with local laws. By using the Services from outside US, you acknowledge and accept the designated dispute resolution location and agree not to contest it as inconvenient. 22.2. Revisions to the Terms: Avyott reserves the unfettered right to revise or modify these Terms at its sole discretion, without prior notice to You. Such revisions will become immediately effective upon posting on the Website. 22.3. Your ongoing use of the Website or Services post the implementation of revisions signifies Your unequivocal acceptance of the updated Terms. Your continued use after any such modifications implies Your consent and explicit agreement to the revised Terms. If any changes to the Terms substantially affect Your rights regarding the use of the Services, You retain the option to terminate Your use of the Services or deactivate Your Account through the Website. 22.4. Relationship Between Parties: You acknowledge and confirm that Your use of the Website does not create, imply, or establish any joint venture, partnership, employment, or agency between You and Avyott. 22.5. Nothing in these Terms shall derogate from Avyott's right to comply with lawful requests or requirements from law enforcement authorities or regulatory bodies concerning Your use of the Website or information obtained in relation to such use. 22.6. Assignment and Subcontracting: You shall not assign, delegate, or transfer any rights or obligations under these Terms without the prior written consent of Avyott. 22.7. Avyott reserves the right to subcontract any part of the Services to third-party service providers for effective fulfillment as per these Terms. 22.8. Governing Law and Jurisdiction: These Terms shall be construed and governed by the laws of US. In case of any dispute between You and Avyott pertaining to the Services, the exclusive jurisdiction lies with the courts of [Delaware], U.S. 22.9. Arbitration: Any claim or dispute arising from this Agreement shall be referred to an arbitrator nominated by Avyott. The arbitration process shall adhere to the provisions of the Arbitration and Conciliation Act, 1996. The seat of arbitration shall be in Delaware, and the proceedings shall be conducted in English. 22.10. Injunctive Relief: You acknowledge that a breach of this Agreement may result in irreparable harm to Avyott. In such cases, Avyott shall be entitled to injunctive relief or equitable remedies, in addition to other remedies and damages available. 22.11. Severability and Waiver: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Avyott's failure to enforce any right or provision under these Terms shall not constitute a waiver of such rights or provisions. 22.12. Payments and Fees: Payments shall be made in Indian Rupees or Dollars unless explicitly stated otherwise. 22.13. Fee Changes: Avyott reserves the right to modify, introduce, or change any fees or charges applicable to the Website or Services at its discretion. 22.14. Unauthorized Access and Termination: Avyott shall not be liable for unauthorized access to Your data or unauthorized transmissions via the Services. 22.15. Avyott may suspend or terminate Your use of the Website and Services at its sole discretion, for any or no reason, with or without notice. 22.16. Representations and Warranties: You shall not represent yourself as an agent or representative of Avyott, make warranties, or give undertakings or liabilities that impose obligations or responsibilities on Avyott towards customers or third parties, whether directly or indirectly. 23. GRIEVANCE REDRESSAL OFFICER 23.1. For any grievance, our designated Grievance Officer, Mr. Aaditya Raul Lobo, can be reached by sending an email to sales@avyott.com. 23.2. You can expect a response from the Grievance Officer within a reasonable time frame following the receipt of Your email.
